Bank of Marin Bancorp (BMRC) Proxy filing summary

Executive summary

• Achieved strong performance in 2025 with improved loan growth, disciplined risk management, and thoughtful deposit pricing, leading to increased profitability and a strengthened balance sheet.

• Asset quality improved, and expense management enabled continued investment in talent and technology for long-term success.

• Looking ahead to 2026, the company expects continued net interest margin expansion, balance sheet growth, and profitability, supported by a strong loan pipeline and healthy economic conditions in its markets.

Voting matters and shareholder proposals

• Shareholders will vote to elect ten directors, approve executive compensation on an advisory basis, ratify the selection of the independent auditor, and address any other business.

• The board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be received by December 17, 2026.

Board of directors and corporate governance

• The board consists of ten directors, nine of whom are independent as of April 8, 2026.

• Directors bring expertise in finance, technology, real estate, healthcare, and governance.

• Board committees include Audit, Compensation, and Nominating and Governance, all chaired by independent directors.

• The board separates the roles of Chairman and CEO to enhance oversight.

• Board diversity policy encourages gender and racial diversity, with two female directors currently serving.